Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7, 2022 irrespective of the actual date of execution hereof. The parties have executed this Indenture. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Professional, Corporate Trust By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager Corporate Trust No. ● Principal Amount $● MODERN MINING TECHNOLOGY CORP. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture (the “Indenture”) dated as of April 7, 2022, between the Corporation and Computershare Trust Company of Canada (the “Trustee”), promises to pay to the registered holder hereof on April 7, 2025 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof in lawful money of the United States of America on presentation and surrender of this Initial Debenture at the office of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereof, at the rate of 5.0% per annum (based on a year of 360 days comprised of twelve 30-day months), in like money, in arrears in equal (less any tax required by law to be deducted or withheld) on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same date. This Initial Debenture is one of the 5.0% Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby all holders of outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions, and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall govern.
Appears in 2 contracts
Sources: Indenture (Modern Mining Technology Corp.), Indenture (Modern Mining Technology Corp.)
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7March 31, 2022 2020 irrespective of the actual date of execution hereof. The parties have executed this Indenture. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Professional, Corporate Trust By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager Executive Chairman By: Name: Title: By: Name: Title: The parties have executed this Indenture. By: Name: Title: By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: VP, Corporate Trust By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Director, Corporate Trust No. ● Principal Amount $US$● MODERN MINING TECHNOLOGY CORPCOLUMBIA CARE INC. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture Note Indenture (the “Indenture”) dated as of April 7March 31, 2022, 2020 between the Corporation and Computershare Trust Company of Canada ODYSSEY TRUST COMPANY (the “Trustee”), promises to pay to , the registered holder hereof on April 7March 30, 2025 2024 or on such earlier date as the principal amount hereof Principal Amount (as defined in the Indenture) may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof sum of ● Dollars (US$●) in lawful money of the United States of America on presentation and surrender of this Initial Debenture Note at the office main branch of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, Columbia in accordance with the terms of the Indenture Indenture, and, subject as hereinafter provided, to pay interest on the principal amount Principal Amount hereof from, (i) from and including, including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 5.09.875% per annum (based on a year of 360 days comprised of twelve 30-day months)annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in equal each year commencing on September 30, 2020, and the last payment (less any tax required by law representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to be deducted or withheld) fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the same rateapplicable interest rate on the Notes, in like money and on the same datedates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other payment. This Initial Debenture Note is one of the 5.09.875% Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) Notes of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures Notes are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures Notes and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture Note by acceptance hereof assents. The Initial Debentures If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be issued payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes are issuable only in denominations of $10, and integral multiples thereof and to CDS in denominations of $US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures Notes of any denomination may be exchanged for an equal aggregate principal amount of Debentures Notes in any other authorized denomination or denominations. Subject Notwithstanding anything to the provisions contrary in this Note, to the Indenture and without further action extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on the part account of the Registered Holderany present or future tax, if after April 7duty, 2022assessment or governmental charge imposed upon or as a result of such payments, and prior no additional amounts shall be paid by the Company to the Maturity Date, the Corporation completes a listing registered holder in respect of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news releasesuch withheld amounts. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, registered holder hereby acknowledges and on such Forced Conversion Date: accepts that (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in is not relying on the books Company (or any representative of the Corporation as at Company) for any tax advice relating to the Forced Conversion Date as acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder of the number of securities of the Corporationmay be subject to any taxes, as applicable, into which (ii) payments under this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate Note may not be converted subject to withholding by the holder and may only be converted pursuant Company, (iii) the Company has not guaranteed to the foregoing forced conversion. On and registered older a net rate of return to the registered older after the Forced Conversion Date imposition of the Initial Debentures represented by this Debenture Certificateany present or future tax, the holder will have no rights hereunder except to the Underlying Securities issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereofduty, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Not less than 30 days prior to the consummation of: (i) any event assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or following which make any personadditional payments to the holder on account of any such tax, duty or charge, or persons acting jointly or in concert directly or indirectly within otherwise, and (iv) the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the outstanding Common Shares; Company for any past, present or (ii) the sale future tax, duty, assessment or other transfer governmental charge imposed upon or as a result of all any amount paid or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior payable to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debenturesregistered holder under this Note. The indebtedness evidenced by this Initial DebentureNote, and by all other Initial Debentures Notes now or hereafter certified and delivered under the Indenture, is a direct unsecured secured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares Notes may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Actor pursuant to an available exemption from such registration requirements. The Indenture contains provisions whereby making binding upon all holders of Notes outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound thereunder resolutions passed at meetings of such holders held in accordance with such provisions, provisions and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series)Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Initial Debenture Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial DebentureNote. This Initial Debenture Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of VancouverCalgary, the City of Toronto, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture Note for cancellation. Thereupon a new Initial Debenture Note or Initial Debentures Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture Note and the Indenture, the terms of the Indenture shall govern.
Appears in 2 contracts
Sources: Trust Indenture (Columbia Care Inc.), Trust Indenture (Columbia Care Inc.)
Formal Date. For the purpose of convenience this Note Indenture may be referred to as bearing the formal date of April 7September 30, 2022 1998 irrespective of the actual date of execution hereof. The parties have executed this IndentureExecuted and delivered by the parties. By: /s/ (signed) “▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Professional, Corporate Trust By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name. Park” Authorized Signatory By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ TitleAuthorized Signatory By: Manager Corporate Trust NoAuthorized Signatory By: Authorized Signatory The form for the Series A Notes, the certificate of the Trustee and the registration and transfer panels thereon shall be in the English language substantially as follows, and may include a translation into the French language: CERTIFICATE NO. ● $ (“Principal Amount $● MODERN MINING TECHNOLOGY CORP. Amount”) TimberWest Forest Management Limited (herein referred to as the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture (the “Indenture”) dated as of April 7, 2022, between the Corporation and Computershare Trust Company of Canada (the “TrusteeCompany”), for value received, hereby promises to pay to the registered holder hereof , on April 7August 31, 2025 2038, or on such earlier or later date as the principal amount hereof may become due payable in accordance with the provisions of the Note Indenture (any such datehereinafter mentioned, the “Maturity Date”) the principal amount hereof in lawful money of the United States of America on presentation and surrender of this Initial Debenture Note, the sum of $ in lawful money of Canada, at the office of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, in accordance with the terms of the Indenture and, subject as hereinafter provided, and to pay interest on thereon from and including the principal amount hereof from, and including, the date hereof, Issue Date at the rate of 5.0% per annum (based on a year of 360 days comprised of twelve 30-day months)Interest Rate, in like moneypayable, in arrears in equal (less any tax required by law to be deducted or withheld) on the Maturity Date andafter as well as before maturity and after as well as before default and judgment, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay with interest on the amount amounts in default at the same rate, on each Interest Payment Date, which amounts are subordinated to all Senior Indebtedness as provided in like money and the Note Indenture. Interest is payable on the same date15th days of January, April, July and October of each year commencing the 15th day of January, 1999 in respect of interest accrued to the January 1, April 1, July 1 and October 1 (each an “Interest Accrual Date”) immediately preceeding 15th days of January, April, July and October respectively, subject to deferral in accordance with the provisions of the Note Indenture. As interest becomes due on this Note (except at maturity, when interest may be paid upon the surrender thereof for payment), the Company shall cause to be: (i) sent by prepaid ordinary mail a cheque or, (ii) delivered by other transfer of funds by such means as may be considered appropriate by the Trustee, for such interest (less any Canadian Taxes required by law to be withheld or deducted therefrom) payable to the order of the Holder and addressed to it at its last address or account, as the case may be, appearing on the register, at the respective Interest Accrual Dates unless the Holder otherwise directs. In the case of joint Holders, the cheque or other transfer of funds, as the case may be, shall be payable or issued to the order of all such joint Holders and addressed to them at the last address or account, as the case may be, appearing on the register, unless such joint Holders otherwise direct. If more than one address or account appears on the register in respect of such joint Holders, the cheque or other transfer of funds, as the case may be, shall be mailed or delivered to the first address or account so appearing. In the event of non-receipt of any cheque or funds for interest by the Holder, the Company will cause to be issued to the Holder a replacement cheque or replacement transfer of funds for like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction, acting reasonably. The Company may, in its discretion, elect to pay any interest, including Deferred Interest, or to pay the principal amount of this Note plus accrued and unpaid interest thereon on the Maturity Date by delivering Common Shares and/or, at the election of the Company in the case of interest, Preferred Shares in accordance with the Note Indenture. This Initial Debenture Note is one of the 5.0% Unsecured Convertible Debentures Series A Notes issued under a Note Indenture (herein referred to herein as the “Initial DebenturesNote Indenture”) of dated September 30, 1998 between the Corporation issued or issuable in one or more series under the provisions of the IndentureCompany and CIBC Mellon Trust Company, as Trustee. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 in lawful money Series A Notes and the aggregate principal amount of Notes that may be issued under the United States of AmericaNote Indenture is unlimited. Reference is hereby expressly made to the Note Indenture and any instruments supplemental thereto for a statement and description of the terms and conditions upon which the Initial Debentures are or are to be this Note is issued and held and the rights and remedies of the holders Holders of the Initial Debentures Notes, the Company and of the Corporation and of the TrusteeTrustee with respect thereto, all to the same effect as if the provisions of the Note Indenture and of any instruments supplemental thereto were herein set forth forth, to all of which provisions the holder registered Holder of this Initial Debenture Note, by acceptance hereof hereof, assents. In the event of any inconsistency between the provisions of this Note and the Note Indenture, the provisions of the Note Indenture shall prevail. The Initial Debentures shall be issued Notes are issuable as fully registered Notes in denominations of $10, 8.978806569 and integral multiples thereof and to CDS in denominations of $1,000 and integral multiples thereofonly. Upon compliance with the provisions of the Note Indenture, Debentures Notes of any authorized denomination may be exchanged for an equal aggregate principal amount of Debentures Notes in any other authorized denomination or denominations. Subject All Notes issued under the Note Indenture rank equally and ratably without priority or preference. This Note is a direct obligation of the Company, but is not secured by any mortgage, hypothec, charge or pledge and is subordinate to all Senior Indebtedness. The Note Indenture contains no restrictions on the right of the Company to borrow or give security for any of its obligations in priority to the provisions Notes. The Principal Amount hereof may also become or be declared due before stated maturity on the conditions, in the Indenture manner, with the effect and without further action on the part of the Registered Holder, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered times set forth in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertibleNote Indenture. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and This Note may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby all holders of outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions, and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, transferred upon compliance with the conditions prescribed in the Indenture, in one Note Indenture on the register of the registers transfers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, and in such other place or places (if any) and/or by such other registrar or registrars (if any) as the Corporation Company with the approval of the Trustee and Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register , by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in writing in form and substance execution satisfactory to the Trustee or and/or other registrar, registrar (if any) and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe prescribe, and then, only if such transfer shall have been duly entered on one of the appropriate registers or noted on this Note by a proper registrar. The Note Indenture contains provisions making binding upon surrender all Holders of this Initial Debenture for cancellation. Thereupon Notes outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions and instruments in writing signed by the Holders of a new Initial Debenture or Initial Debentures in specified percentage of the same aggregate principal amount shall be issued to of the transferee in exchange hereofNotes outstanding. This Initial Debenture Note shall not become obligatory for any purpose until it shall have been certified by the Trustee for the time being under the Note Indenture. Capitalized words or expressions Unless otherwise defined, all initially capitalized terms used in this Initial Debenture shall, unless otherwise defined herein, herein shall have the meaning meanings ascribed thereto to such terms in the Note Indenture. In the event of any inconsistency between the terms of witness whereof TimberWest Forest Management Limited has caused this Initial Debenture and the Indenture, the terms Note to be signed by its duly authorized officers as of the Indenture shall govern.• day of •, 19•. By: Authorized Signatory By: Authorized Signatory
Appears in 1 contract
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7May 16, 2022 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. By: /s/ ▇▇"▇▇▇▇ ▇▇▇▇ ▇▇" Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇"▇▇▇ ▇▇▇▇▇▇▇ " Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: ProfessionalVP, Corporate Trust By: /s/ "▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇" Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager Corporate Trust Director, Client Services Schedule A – Form of Debenture UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE SEPTEMBER 17, 2019. (INSERT IF BEING ISSUED TO CDS) THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 16TH DAY OF MAY, 2019 BETWEEN IONIC BRANDS CORP. AND ODYSSEY TRUST COMPANY (THE “INDENTURE”). EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO IONIC BRANDS CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.” THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH 38791998v2 ALL LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND IN THE CASE OF (C) OR (D), THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. LEGAL_▇▇▇▇▇▇▇▇.5 No. ● Principal Amount $● MODERN MINING TECHNOLOGY CORP. IONIC Brands Corp. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture Debenture Indenture (the “Indenture”) dated as of April 7May 16, 2022, 2019 between the Corporation and Computershare Odyssey Trust Company of Canada (the “Trustee”), promises to pay to the registered holder hereof on April 7May 16, 2025 2022 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof in lawful money of the United States of America Canada on presentation and surrender of this Initial Debenture at the office main branch of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereof, or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the rate of 5.08.0% per annum (based on a year of 360 days comprised of twelve 30-day months), in like money, in arrears in equal (with the exception of the first interest payment which will include interest from May 16, 2019 as set forth below) semi-annual instalments (less any tax required by law to be deducted or withheld) on the last day in June and December in each year commencing on June 28 2019 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same datedates. For the avoidance of doubt, the first interest payment will include interest accrued from May 16, 2019 to June 28 2019, which will be equal to $9.56 for each $1,000 principal amount of Initial Debentures. This Initial Debenture is one of the 5.08.0% Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of up to $5,000,000 20,880,000 in lawful money of the United States of AmericaCanada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby all holders of outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions, and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall govern.
Appears in 1 contract
Sources: Indenture
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7August 17, 2022 2021 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. DANAVATION TECHNOLOGIES CORP. By: /s/ ▇▇“▇▇▇▇ ▇▇▇▇ ▇▇” (signed) Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: President and Chief Executive Officer By: /s/ “▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇” (signed) Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Professional, Corporate Trust Officer By: /s/ “▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇” (signed) Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Title: Manager Professional, Corporate Trust No. ● Principal Amount $● MODERN MINING TECHNOLOGY CORP. Schedule A – Form of Debenture Danavation Technologies Corp. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture Debenture Indenture (the “Indenture”) dated as of April 7August 17, 2022, 2021 between the Corporation and Computershare Trust Company of Canada (the “Trustee”), promises to pay to the registered holder hereof on April 7August 17, 2025 2024 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof in lawful money of the United States of America Canada on presentation and surrender of this Initial Debenture at the office main branch of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, Columbia in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereof, or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the rate of 5.0% eight percent (8%) per annum (based on a year of 360 days comprised of twelve 30-day months), in like money, in arrears in equal (with the exception of the first interest payment which will include interest from August 17, 2021, as set forth below, and quarterly instalments (less any tax required by law to be deducted or withhelddeducted) on September 30, December 31, March 31 and June 30 in each year commencing on September 30, 2021 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same datedates. For certainty, the first interest payment will include interest accrued from August 17, 2021 to September 30, 2021, which will be equal to $9.78 for each $1,000 principal amount of the Debentures. This Initial Debenture is one of the 5.0% Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 3,850,000 in lawful money of the United States of AmericaCanada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject Any part, being $1,000 or an integral multiple thereof, of the principal of this Debenture, provided that the principal amount of this Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in Vancouver, British Columbia, at any time prior to the provisions in the Indenture and without further action close of business on the part of the Registered Holder, if after April 7, 2022, and prior to one Business Day before the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed (without adjustment for interest accrued hereon or for dividends or distributions on such Recognized Stock ExchangeCommon Shares issuable upon conversion) at a conversion price of $0.45 (the “Conversion Price”) per Common Share, and on such Forced Conversion Date: (i) all being a rate of the approximately 2,222 Common Shares for each $1,000 principal amount of this Debenture Debentures, all subject to the terms and all accrued conditions and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to in the manner set forth in the Indenture. No Debentures may be converted into securities during the five Business Days preceding each of September 30, December 31, March 31 and June 30 in each year, commencing on August 17, 2021, as the registers of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall Trustee will be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to closed during such holderperiods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Not less than 30 days Holders converting their Debentures will receive accrued and unpaid interest thereon in accordance with the terms of the Indenture. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if prior to the consummation ofMaturity Date, the daily volume weighted average price of the Common Shares on the CSE (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 20 consecutive trading days exceeds $0.75, as adjusted in accordance with the Indenture, the Corporation may deliver a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld) to the date of such forced conversion. The Corporation shall pay all accrued and unpaid interest in cash. The effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice; or (b) if no date is so stipulated in the Forced Conversion Notice, the date that is 30 days following the date of such Forced Conversion Notice, and upon such Forced Conversion Date: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all the Debentures outstanding on (less any tax required by law to be deducted or withheld) shall be deemed to be converted into Common Shares at the date then applicable Conversion Price; and (ii) the registered holder shall be entered in the books of the Corporation provides notice as at the Forced Conversion Date as the holder of the number of Common Shares, as applicable, into which the Debentures are convertible. In the event that the Corporation delivers a Change Forced Conversion Notice, upon surrender of Control this Debenture to the Trustee have been tendered for purchase pursuant to the Change of Control OfferTrustee, the Corporation has shall deliver certificates for the right to redeem all Common Shares into which the remaining outstanding Initial Debentures on the same date and at the same pricehave been converted. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation applicable Canadian securities laws and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby binding upon all holders of Debentures outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound thereunder resolutions passed at meetings of such holders held in accordance with such provisions, provisions and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series)outstanding, which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, Vancouver and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall govern.
Appears in 1 contract
Sources: Convertible Debenture Indenture
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7May __ , 2022 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ [***] Name: ▇▇▇▇▇▇ ▇▇▇▇ [***] Title: Chief Executive Officer [***] By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ [***] Name: ▇▇▇▇ ▇▇▇▇▇▇▇ [***] Title: Professional, Corporate Trust [***] By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [***] Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [***] Title: Manager Corporate Trust [***] By: /s/ [***] Name: [***] Title: [***] No. ● Principal Amount • $● MODERN MINING TECHNOLOGY CORP. • DUE MAY , 2024 Sundial Growers Inc. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture Note Indenture (the “Indenture”) dated as of April 7May_____, 2022, 2019 between the Corporation and Computershare Odyssey Trust Company of Canada (the “Trustee”), promises to pay to the registered holder hereof on April 7the date that is five years from the date hereof, 2025 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof hereof, to be satisfied, at the Corporation’s option, by either: (i) the issuance of the common shares of the Corporation (“Common Shares”) at the Current Market Price (as defined in the Indenture); or (ii) cash in lawful money of the United States of America Canada, on presentation and surrender of this Initial Debenture Note at the office main branch of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, in accordance with the terms of the Indenture andIndenture, subject as hereinafter provided, to pay together with any interest on the principal amount hereof accrued thereon from, and including, the date hereof, at the rate of 5.08% per annum (based on a year of 360 days comprised of twelve 30-day months)) compounded monthly, in like moneypro-rated for any partial year, in arrears in equal (less any tax required by law to be deducted or withheld) on until but excluding the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same dateDate. This Initial Debenture Note is one of the 5.08% Senior Unsecured Convertible Debentures Notes (referred to herein as the “Initial DebenturesNotes”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures Notes authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 110,000,000 in lawful money of the United States of AmericaCanada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures Notes are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures Notes and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture Note by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS Notes are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures Notes of any denomination may be exchanged for an equal aggregate principal amount of Debentures Notes in any other authorized denomination or denominations. Subject Upon the occurrence of an IPO, the holder of this Note shall have a one-time right to elect to convert the provisions entire principal of this Note, together with interest accrued thereon, within ten (10) calendar days of having received an IPO Notice (as defined in the Indenture and without further action on the part of the Registered Holder, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheldIndenture) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced IPO Time of Expiry”), into Common Shares at the applicable IPO Conversion Notice”Price (as defined in the Indenture) per Common Share, all subject to the Trustee in accordance with the Indenture terms and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, conditions and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price manner set forth in the events therein specifiedIndenture. No fractional Common Shares will be issued on any conversion but in lieu thereofconversion, the Corporation and any Common Shares so issuable will satisfy such fractional interest by a cash payment equal be rounded down to the market price of such fractional nearest whole number. Holders converting their Notes will receive accrued and unpaid interest determined thereon as set forth in accordance with the Indenture. Not less than 30 Upon the second anniversary of the date hereof, the holder of this Note shall have a one-time right to elect to convert the entire principal of this Note, together with interest accrued thereon, through delivery of written notice within ten (10) calendar days prior of such second anniversary date (the “Anniversary Time of Expiry”), into Common Shares at the applicable Anniversary Conversion Price (as defined in the Indenture) per Common Share, all subject to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction terms and conditions and in the Corporation or manner set forth in the successor entity upon completion Indenture. No fractional Common Shares will be issued on any conversion, and any Common Shares so issuable will be rounded down to the nearest whole number. Holders converting their Notes will receive accrued and unpaid interest thereon as set forth in the Indenture. Upon the occurrence of such merged, reorganized or other continuing entity (collectively, a “Change of Control”)Liquidity Event, the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right be required to require the Corporation to, either: (i) make an offer to purchase the Debentures Notes (the “Liquidity Event Purchase Option”) at 105120% of the principal amount thereof plus unpaid interest to, but excluding, the date the Notes are so repurchased. The Notes are redeemable, at the Corporation’s option, in whole or in part, at any time on or after the earlier of: (i) the completion of an IPO, subject to the Maturity Dateconversion rights described in the Indenture; or (ii) convert the Debentures at Corporation having offered the Conversion Price Liquidity Event Purchase Option to the holders of Notes and less than all of the holders of Notes elect to exercise the Liquidity Event Purchase Option, on any date after the IPO Date or the date on which the Corporation offers the Liquidity Event Purchase Option to the holders of Notes and prior to the Maturity Date (the “Change Optional Redemption Date”) at a redemption price (the “Optional Redemption Price”) equal to 100% of Control Offer”)the outstanding principal amount thereof plus accrued and unpaid interest thereon, if any, to the Optional Redemption Date. If 90% an IPO has occurred on or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control prior to the Trustee have been tendered for purchase pursuant Optional Redemption Date, then, subject to the Change of Control Offerconversion rights described in the Indenture, the Corporation has may, at its option, satisfy the right to redeem all Optional Redemption Price by the remaining outstanding Initial Debentures on the same date and issuance of Common Shares at the same priceCurrent Market Price. If an IPO has not occurred on or prior to the Optional Redemption Date and the Optional Redemption Date is at least 24 months after the Issuance Date, then the holder may, at its option by the delivery of a notice of conversion at least ten (10) calendar days prior to the Optional Redemption Date, require the Corporation to satisfy the Optional Redemption Price through the issuance of Common Shares at a deemed price per Common Share equal to the greater of the price per Common Share of the last (i) offering of Common Shares made by the Corporation to arm’s length investors for cash proceeds of at least $5,000,000, and (ii) exercise of Common Share purchase warrants by an arm’s length party for cash proceeds of at least $5,000,000, in each case which shall have occurred most recently prior to the Optional Redemption Date. If an offer is made for the Initial Debentures Notes which is a take-over bid for the Initial Debentures Notes within the meaning of Applicable Securities Legislation applicable Canadian securities laws and 90% or more of the principal amount of all the Initial Debentures Notes (other than Initial Debentures Notes held at the date of the offer by or on behalf of the Offeror, associates or affiliates Affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures Notes of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial DebenturesNotes. The indebtedness evidenced by this Initial DebentureNote, and by all other Initial Debentures Notes now or hereafter certified and delivered under the Indenture, is a direct direct, senior unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby binding upon all holders of Notes outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound thereunder resolutions passed at meetings of such holders held in accordance with such provisions, provisions and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series)Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Initial Debenture Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial DebentureNote. This Initial Debenture Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of VancouverCalgary, the City of Toronto, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture Note for cancellation. Thereupon a new Initial Debenture Note or Initial Debentures Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture Note and the Indenture, the terms of the Indenture shall govern.
Appears in 1 contract
Sources: Indenture (Sundial Growers Inc.)
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7November 3rd, 2022 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. GAMELANCER MEDIA CORP. By: /s/ ▇▇▇“▇▇▇ ▇▇▇▇ ▇▇” (signed) Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ “▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇” (signed) Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: ProfessionalManager, Corporate Trust By: /s/ ▇▇▇“▇▇▇▇ ▇▇▇▇▇▇ ” (signed) Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager Manager, Administration Corporate Trust No. ● Principal Amount $● MODERN MINING TECHNOLOGY CORP. Schedule A – Form of Debenture *** SECURED DEBENTURE DUE NOVEMBER 3rd, 2027 Gamelancer Media Corp. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture Debenture Indenture (the “Indenture”) dated as of April 7November 3rd, 2022, 2022 between the Corporation and Computershare Trust Company of Canada (the “Trustee”), promises to pay to the registered holder hereof on April 7November 3rd, 2025 2027 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof in lawful money of the United States of America Canada on presentation and surrender of this Initial Debenture at the office main branch of the Trustee in Vancouver, British Columbia, Calgary, Alberta Columbia or Toronto, Ontario, Ontario in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereofhereof (with the exception of the Deferred Interest Amount), or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the rate of 5.0% twelve percent (12%) per annum (based on a year of 360 days comprised of twelve 30-day months), in like money, in arrears in equal equal, as set forth below, and quarterly instalments (less any tax required by law to be deducted or withhelddeducted) on, December 31, March 31, June 30 and September 30 in each year commencing on the First Interest Payment Date and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same datedates. For certainty, the first interest payment will include interest accrued from the day that is eighteen months from the issuance of the Debenture to the end of the applicable quarter in which such interest is due. This Initial Debenture is one of the 5.0% Unsecured Convertible secured Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date If an Offer is made for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered Debentures in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance connection with the Indenture. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby binding upon all holders of Debentures outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound thereunder resolutions passed at meetings of such holders held in accordance with such provisions, provisions and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series)outstanding, which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, Vancouver and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall govern.
Appears in 1 contract
Sources: Debenture Indenture
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7March 9, 2022 2018 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. By: /s/ “▇▇▇▇▇ ▇▇▇▇▇” Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer By: “▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇” Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Corporate Trust Officer By: /s/ “▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Professional, Corporate Trust By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇” Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Title: Manager Corporate Associate Trust Officer No. ● Principal Amount • $● MODERN MINING TECHNOLOGY CORP. • Aurora Cannabis Inc. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture Debenture Indenture (the “Indenture”) dated as of April 7March 9, 2022, 2018 between the Corporation and Computershare Trust Company of Canada (the “Trustee”), promises to pay to the registered holder hereof on April 7March 9, 2025 2020 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof in lawful money of the United States of America Canada on presentation and surrender of this Initial Debenture at the office main branch of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, Columbia in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereof, or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the rate of 5.0% per annum (based on a year of 360 days comprised of twelve 30-day months), in like money, in arrears in equal (with the exception of the first interest payment which will include interest from March 9, 2018, as set forth below, and semi-annual instalments (less any tax required by law to be deducted or withhelddeducted) on June 30 and December 31 in each year commencing on June 30, 2018 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same datedates. For certainty, the first interest payment will include interest accrued from March 9, 2018 to June 30, 2018, which will be equal to $15.69 for each $1,000 principal amount of the Initial Debentures. This Initial Debenture is one of the 5.0% Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 230,000,000 in lawful money of the United States of AmericaCanada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject to the provisions in the Indenture and without further action on the part Any part, being $1,000 or an integral multiple thereof, of the Registered Holderprincipal of this Initial Debenture, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, provided that the principal amount of the this Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities Debenture is in a denomination in excess of $1,000, is convertible, at the Conversion Price option of the holder hereof, upon delivering a written notice (surrender of this Initial Debenture at the “Forced Conversion Notice”) to principal office of the Trustee in accordance with the Indenture and Vancouver, British Columbia, at any time prior to the Registered Holder by way close of news release. The effective date business on the Maturity Date or, if called for repurchase pursuant to a Change of Control (as defined in the forced conversion (Indenture) on the “Forced Conversion Date”) shall be Business Day immediately prior to the date the payment date, into common shares of the Corporation (the “Common Shares”) are listed (without adjustment for interest accrued hereon or for dividends or distributions on such Recognized Stock ExchangeCommon Shares issuable upon conversion) at a conversion price of $13.05 (the “Conversion Price”) per Common Share, and on such Forced Conversion Date: (i) all being a rate of the approximately 76.6284 Common Shares for each $1,000 principal amount of this Debenture Initial Debentures, all subject to the terms and all accrued conditions and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to in the manner set forth in the Indenture. No Initial Debentures may be converted into securities during the five Business Days preceding each of June 30 and December 31 in each year, commencing June 30, 2018, as the registers of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall Trustee will be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to closed during such holderperiods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if prior to the Maturity Date, the volume weighted average price of the Common Shares on the Toronto Stock Exchange (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days exceeds $17.00, as adjusted in accordance with the Indenture, the Corporation may deliver a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld) to the date of such forced conversion. The Corporation shall pay all accrued and unpaid interest in cash. The effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice; or (b) if no date is so stipulated in the Forced Conversion Notice, the date that is 30 days following the date of such Forced Conversion Notice, and upon such Forced Conversion Date: (i) all of the principal amount of the Debentures (less any tax required by law to be deducted or withheld) shall be deemed to be converted into Common Shares at the then applicable Conversion Price; and (ii) the registered holder shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of Common Shares, as applicable, into which the Debentures are convertible. In the event that the Corporation delivers a Forced Conversion Notice, upon surrender of this Initial Debenture to the Trustee, the Corporation shall deliver certificates for the Common Shares into which the Debentures have been converted. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105104% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation applicable Canadian securities laws and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby binding upon all holders of Initial Debentures outstanding Debentures thereunder (or in certain circumstances, circumstances specific series of Initial Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions, provisions and instruments signed by the holders of a specified majority of Initial Debentures outstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, Vancouver and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall govern.
Appears in 1 contract
Sources: Indenture (Aurora Cannabis Inc)
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7May 27, 2022 2020 irrespective of the actual date of execution hereof. The IN WITNESS whereof the parties hereto have executed this Indenturethese presents under the hands of their proper officers in that behalf. By: /s/ "▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇" Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President, Corporate Development By: "▇▇▇▇▇▇▇▇ ▇▇▇▇" Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Corporate Trust Officer By: /s/ "▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Professional, Corporate Trust By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇" Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Title: Manager Corporate Associate Trust Officer 7.5% 2020 UNSECURED CONVERTIBLE DEBENTURES Certificate No. ● Principal Amount $● MODERN MINING TECHNOLOGY CORP______ NEXGEN ENERGY LTD. (the “"Corporation”") for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture trust indenture dated May 27, 2020 (the “"Indenture”") dated as of April 7, 2022, between the Corporation and Computershare Trust Company of Canada (the “"Trustee”"), promises to pay to [Name of registered holder to be inserted here] , the registered holder hereof on April 7the Maturity Date, 2025 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof sum of _______________________________________________ dollars ($_______________) in lawful money of the United States of America on presentation and surrender of this Initial Debenture at the principal office of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, from and including, including the date hereof, or from and including the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, to but excluding the next Interest Payment Date at the rate of 5.07.5% per annum (based on a 360-day year of 360 days comprised consisting of twelve 30-day months), in like money, in arrears in (with the exception of the first interest payment which will include interest from May 27, 2020 until, but excluding, June 10, 2020 and the last interest payment which will include interest from December 10, 2024 until, but excluding, the Maturity Date, as set forth below) equal semi-annual installments (less any tax required by law to be deducted or withhelddeducted) on June 10 and December 10 in each year commencing on June 10, 2020 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same datedates. For certainty, the first interest payment will include interest accrued from May 27, 2020 to, but excluding June 10, 2020, which will be equal to $2.916666667 for each $1,000 principal amount of the Debentures and the last interest payment will include interest accrued from December 10, 2024 to, but excluding May 27, 2025, which will be equal to $35.00 for each $1,000 principal amount of the Debentures. Subject to applicable regulatory approval (including the approval of such stock exchange(s) on which the Shares are listed, if applicable) and the Shareholder Rights Plan, the Corporation shall satisfy its Interest Obligation on the Debentures on each Interest Payment Date (including, for greater certainty, following conversion or redemption or on the Maturity Date) by delivering: (i) cash for two-thirds of the Interest then due (equal to 5% per annum); and (ii) Freely Tradeable Shares for one-third of the Interest then due (equal to 2.5% per annum). The Shares to be issued in satisfaction of the Corporation's Interest Obligation on the Debentures shall be issued at a price equal to the Current Market Price. To the extent the Current Market Price is lower than the price required by the policies or rules of any applicable exchange or market, the Shares to be issued in satisfaction of the Corporation's Interest Obligation on the Debentures shall be issued at the lowest price permitted by such exchange or market. If on the applicable Interest Payment Date the Corporation is not a reporting issuer (or its equivalent) in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Shares is to occur, the Shares are not listed on one of the TSX, NYSE, TSX Venture Exchange or New York Stock Exchange, applicable regulatory approvals (including the approval of such stock exchange(s) on which the Shares are listed, if applicable) required to issue Shares in satisfaction of part of the Corporation's Interest Obligation or to have such Shares listed on the stock exchange(s) on which the Shares are then listed have not been obtained or the issuance of Shares in satisfaction of part of the Corporation's Interest Obligation would constitute a "Flip-In Event" (as such term is defined in the Shareholder Rights Plan), the Corporation shall satisfy its entire Interest Obligation in respect of such Interest Payment Date in cash. Interest hereon that is to be paid in cash shall be payable by wire, cheque, electronic transfer of funds or such other means as may be agreed to by the Trustee, to the registered holder hereof and, subject to the provisions of the Indenture. This Initial Debenture is one of the 5.0% Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial authorized principal amount of the Debentures authorized for issue immediately are is limited to an aggregate principal amount of $5,000,000 15,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination this Debenture may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. The Corporation will pay to the Debentureholder such Additional Amounts as may become payable under Section 2.11 of the Indenture. Subject to any applicable regulatory approval (including the provisions approval of such stock exchange(s) on which the Shares are listed, if applicable), the whole, or if this Debenture is in a denomination in excess of $1,000 any part of which is $1,000 or an integral multiple thereof, of the principal of this Debenture is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in the Indenture and without further action City of Vancouver, British Columbia, at any time prior to 5:00 p.m. (Vancouver time) on the part earlier of the Registered Holder, if after April 7, 2022, and prior to Business Day preceding the Maturity Date, Date and the Business Day immediately preceding the date specified by the Corporation completes a listing for redemption or conversion of its Common this Debenture, into Freely Tradeable Shares on a Recognized Stock Exchange, the principal amount (subject to Article 5 of the Initial Debentures and all accrued and unpaid interest thereon Indenture) (less any tax required by law without adjustment to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering for distributions on Shares issuable on conversion or for interest accrued on the Debentures surrendered for conversion) at a written notice conversion price of C$2.34 per Share (the “Forced "Conversion Notice”Price") converted to United States Dollars using the daily average rate of exchange between Canadian dollars and United States dollars as reported by the Bank of Canada at 16:30 (ET) (or such successor reference rate then in existence as reported by the Bank of Canada) published on the Business Day immediately preceding the applicable date of conversion, all subject to the Trustee in accordance with the Indenture terms and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, conditions and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of manner set forth in the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holderIndenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price Current Market Price of such fractional interest or determined in accordance with the Indenture. Not less than 30 days The Debentures shall be redeemable by the Corporation in accordance with the terms of Article 4 of the Indenture, provided that the Debentures will not be redeemable prior to May 27, 2023, except in the event of the satisfaction of certain conditions after a Change of Control or upon request of the Debentureholders pursuant to Section 2.3(m) of the Indenture. From May 27, 2023 and prior to the consummation of: (i) Maturity Date, the Debentures shall be redeemable, in whole at any event as a result of or following which any persontime, or persons acting jointly or in concert directly or indirectly within part from time to time, at the meaning option of applicable securities legislationthe Corporation on notice as provided for in the Indenture at a redemption price equal to the principal amount thereof plus accrued and unpaid interest up to the Redemption Date, beneficially owns or exercises control or direction over an aggregate of more than 50provided that the Current Market Price on the date immediately prior to the date the Redemption Notice is given exceeds 130% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), Conversion Price and the Corporation shall notify have provided to the holders Trustee an Officer's Certificate confirming such Current Market Price. The Redemption Price for this Debenture will be a price equal to its principal amount plus accrued and unpaid interest. Upon the occurrence of the Initial Debentures of the a Change of Control, the Corporation has the right (but not the obligation) to redeem, on the terms and conditions set out in the holders Indenture, all (and not less than all) of this Debenture in accordance with the requirements of Applicable Securities Legislation in cash at a price equal to (A) if the Change of Control occurred on or prior to May 27, 2023, 130% of the Initial Debentures shallprincipal amount thereof and (B) if the Change of Control occurred after May 27, 2023, 115% of the principal amount thereof, plus, in their sole discretioneach case, have accrued and unpaid interest, if any, on the Debenture up to, but excluding, the Change of Control Redemption Date. Upon completion of a Change of Control pursuant to paragraphs (i), (ii) or (iv) of such definition and a Change of Management, but without any requirement that such Change of Control pursuant to paragraphs (i), (ii) or (iv) of such definition and such Change of Management occur contemporaneously, the holder of this Debenture has the right to require the Corporation toto purchase, either: on the terms and conditions set out in the Indenture, all or any part of this Debenture in accordance with the requirements of Applicable Securities Legislation in cash at a price equal to (iA) purchase if the Debentures at 105Change of Control occurred on or prior to May 27, 2023, 130% of the principal amount thereof plus unpaid interest to and (B) if the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90occurred after May 27, 2023, 115% or more of the principal amount of all Debentures outstanding thereof, plus, in each case, accrued and unpaid interest, if any, on this Debenture up to, but excluding, the date Put Date, provided that the Corporation provides notice has decided to not exercise the Change of Control Redemption Right. From and after the announcement by the Corporation of a Change of Control that is recommended by the Board of Directors of the Corporation, and subject to the Trustee have been tendered for purchase pursuant to terms on conditions set out in the Change of Control OfferIndenture, the Corporation has the shall have a right to redeem all require the remaining outstanding Initial Debentures on holder of this Debenture to convert the same date and whole or any part of this Debenture into Shares at the same priceConversion Price. If Subject to the restrictions on transfer set forth in the Indenture, if an offer Offer for all of the outstanding Debentures is made for and, subject to the Initial terms and conditions set out in the Indenture, the Offer is accepted by holders of Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and representing at least 90% or more of the outstanding principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates Offeror or affiliates an Affiliate or Associate of the Offeror), and the Offeror is bound to take up and pay for, or anyone acting jointly or in concert with the Offeror) are has taken up and paid for by the OfferorDebentures of the Debentureholders who accepted the Offer, the Offeror will be entitled to acquire acquire, for the Initial same consideration per Debenture payable under the Offer, the Debentures of those holders held by Debentureholders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial DebenturesOffer. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, Debenture is a direct unsecured obligation of the Corporation, and is subordinated will rank equally with all other Debentures and with all other unsecured and unsubordinated indebtedness of the Corporation except as prescribed by law. Except as specifically provided in right Section 2.3(o) of paymentthe Indenture, the Indenture does not limit the Corporation from incurring additional indebtedness that ranks senior to the extent Debentures, or from mortgaging, pledging or charging the Corporation's properties to secure any indebtedness. The principal hereof may become or be declared due and payable before the stated maturity in the manner events, in the manner, with the effect and at the times provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby making binding upon all holders of Debentureholders outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound thereunder resolutions passed at meetings of such holders held in accordance with such provisions, provisions and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series)outstanding, which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on Further, in certain cases, the part of holders of Common Shares not less than a majority in principal amount of Debentures then outstanding may, on behalf of all Debentureholders, waive an Event of Default and/or cancel a declaration of acceleration upon such terms and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debentureconditions as such holders shall prescribe. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, British Columbia and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. The Indenture and this Debenture shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between that the terms and conditions stated in this Debenture conflict, or are inconsistent with, the terms and conditions of this Initial Debenture and the Indenture, the terms of the Indenture shall governprevail and take priority.
Appears in 1 contract
Sources: Trust Indenture (NexGen Energy Ltd.)
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7November 28, 2022 2017 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. By: /s/ (signed) G▇▇▇ ▇▇▇▇▇▇ Name: Title: By: (signed) J▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇Title: By: (signed) J▇▇▇ ▇▇▇▇ Name: Title: Chief Executive Officer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Professional, Corporate Trust By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager Corporate Trust No. ● Principal Amount $● MODERN MINING TECHNOLOGY CORP. •; $ • Aurora Cannabis Inc. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture Debenture Indenture (the “Indenture”) dated as of April 7November 28, 2022, 2017 between the Corporation and Computershare Trust Company of Canada (the “Trustee”), promises to pay to the registered holder hereof on April 7November 28, 2025 2022 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof sum of • Dollars ($•) in lawful money of the United States of America Canada on presentation and surrender of this Initial Debenture at the office main branch of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, Columbia in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereof, or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the rate of 5.06.0% per annum (based on a year of 360 days comprised of twelve 30-day months), in like money, in arrears in equal (with the exception of the first interest payment which will include interest from November 28, 2017, as set forth below, and, if this Initial Debenture is issued at any time following December 31, 2017, the second interest payment which will include interest from the date following issuance of this Initial Debenture to the next interest payment date) semi-annual instalments (less any tax required by law to be deducted or withhelddeducted) on June 30 and December 31 in each year commencing on December 31, 2017 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same datedates. For certainty, in the event that this Initial Debenture is issued; (i) on or before December 31, 2017, the first interest payment will include interest accrued from November 28, 2017 to December 31, 2017, which will be equal to $5.50 for each $1,000 principal amount of the Initial Debentures; or (ii) at any time following December 31, 2017, the first interest payment will include interest accrued from November 28, 2017 to the date that this Initial Debenture is so issued and, notwithstanding anything to the contrary contained herein, shall be payable on the Business Day (as defined in the Indenture) immediately following the date of issuance. This Initial Debenture is one of the 5.06.0% Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 115,000,000 in lawful money of the United States of AmericaCanada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject to the provisions in the Indenture and without further action on the part Any part, being $1,000 or an integral multiple thereof, of the Registered Holderprincipal of this Initial Debenture, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, provided that the principal amount of the this Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities Debenture is in a denomination in excess of $1,000, is convertible, at the Conversion Price option of the holder hereof, upon delivering a written notice (surrender of this Initial Debenture at the “Forced Conversion Notice”) to principal office of the Trustee in accordance with the Indenture and Vancouver, British Columbia, at any time prior to the Registered Holder by way close of news release. The effective date business on the Maturity Date or, if this Initial Debenture is called for redemption on or prior to such date, then, to the forced conversion (extent so called for redemption, up to but not after the “Forced Conversion Date”) shall be close of business on the last Business Day immediately preceding the date specified for redemption of this Initial Debenture or, if called for repurchase pursuant to a Change of Control (as defined in the Indenture) on the Business Day immediately prior to the payment date, into common shares of the Corporation (the “Common Shares”) are listed (without adjustment for interest accrued hereon or for dividends or distributions on such Recognized Stock ExchangeCommon Shares issuable upon conversion) at a conversion price of $6.50 (the “Conversion Price”) per Common Share, and on such Forced Conversion Date: (i) all being a rate of the approximately 153.8462 Common Shares for each $1,000 principal amount of this Debenture Initial Debentures, all subject to the terms and all accrued conditions and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to in the manner set forth in the Indenture. No Initial Debentures may be converted into securities during the five Business Days preceding each of June 30 and December 31 in each year, commencing December 31, 2017, as the registers of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall Trustee will be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to closed during such holderperiods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if prior to the Maturity Date, the volume weighted average price of the Common Shares on the Toronto Stock Exchange (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days equals or exceeds $9.00, as adjusted in accordance with the Indenture, the Corporation may deliver a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld) to the date of such forced conversion. The Corporation shall pay all accrued and unpaid interest in cash. The effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice; or (b) if no date is so stipulated in the Forced Conversion Notice, the date that is 30 days following the date of such Forced Conversion Notice, and upon such Forced Conversion Date: (i) all of the principal amount of the Debentures (less any tax required by law to be deducted or withheld) shall be deemed to be converted into Common Shares at the then applicable Conversion Price; and (ii) the registered holder shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of Common Shares, as applicable, into which the Debentures are convertible. In the event that the Corporation delivers a Forced Conversion Notice, upon surrender of this Initial Debenture to the Trustee, the Corporation shall deliver certificates for the Common Shares into which the Debentures have been converted. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105104% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation applicable Canadian securities laws and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby binding upon all holders of Initial Debentures outstanding Debentures thereunder (or in certain circumstances, circumstances specific series of Initial Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions, provisions and instruments signed by the holders of a specified majority of Initial Debentures outstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, Vancouver and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall govern.
Appears in 1 contract
Sources: Indenture (Aurora Cannabis Inc)
Formal Date. For the purpose of convenience this Indenture Note indenture may be referred to as bearing the formal date of April 7November 25, 2022 2003 irrespective of the actual date of execution hereof. The parties have executed this IndentureExecuted and delivered by the parties. ByPer: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇(signed) “L▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title” Authorized Signatory Per: Professional, Corporate Trust By: /s/ (signed) “R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇” Authorized Signatory Per: (signed) “R▇▇▇▇ Name▇▇▇▇▇▇▇” Authorized Signatory Per: ▇(signed) “S▇▇▇▇▇▇ ▇▇▇▇▇▇ Title▇” Authorized Signatory The form for the Series A Notes, the certificate of the Trustee and the registration and transfer panels thereon shall be in the English language substantially as follows, and may include a translation into the French language: Manager Corporate Trust NoCERTIFICATE NO. ● Principal Amount $● MODERN MINING TECHNOLOGY CORP. ______ Enterra Acquisition Corp. (herein referred to as the “Corporation”) ), for value received received, hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture (the “Indenture”) dated as of April 7, 2022, between the Corporation and Computershare Trust Company of Canada (the “Trustee”), promises to pay to the registered holder hereof _____________________________________, on April 7November 25, 2025 2024, or on such earlier or later date as the principal amount hereof may become due payable in accordance with the provisions of the Note Indenture (any such datehereinafter mentioned, the “Maturity Date”) the principal amount hereof in lawful money of the United States of America on presentation and surrender of this Initial Debenture Note, the sum of $_________________ in lawful money of Canada, at the office of the Trustee in Vancouver, British Columbia, Calgary, Alberta or TorontoAlberta, Ontario, in accordance with the terms of the Indenture and, subject as hereinafter provided, and to pay interest on thereon from and including the principal amount hereof from, and including, the date hereof, Issue Date at the rate of 5.0% per annum (based on a year of 360 days comprised of twelve 30-day months)Interest Rate, in like moneypayable, in arrears in equal (less any tax required by law to be deducted or withheld) on the Maturity Date andafter as well as before maturity and after as well as before default and judgment, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay with interest on the amount amounts in default at the same rate, on each Interest Payment Date, which amounts are subordinated to all Senior Indebtedness as provided in like money and the Note Indenture. Interest is payable on the same date15th day of each month (each an “Interest Payment Date”) during the term hereof commencing the 15th day of January, 2004 in respect of interest accrued to the first day of each such month (each an “Interest Accrual Date”) immediately preceding such Interest Payment Date, subject to deferral in accordance with the provisions of the Note Indenture. As interest becomes due on this Note (except at maturity, when interest may be paid upon the surrender thereof for payment), the Corporation shall cause to be: (i) sent by prepaid ordinary mail a cheque or, (ii) delivered by other transfer of funds by such means as may be considered appropriate by the Trustee, for such interest (less any Canadian Taxes required by law to be withheld or deducted therefrom) payable to the order of the Holder and addressed to it at its last address or account, as the case may be, appearing on the register, at the respective Interest Payment Date unless the Holder otherwise directs. In the case of joint Holders, the cheque or other transfer of funds, as the case may be, shall be payable or issued to the order of all such joint Holders and addressed to them at the last address or account, as the case may be, appearing on the register, unless such joint Holders otherwise direct. If more than one address or account appears on the register in respect of such joint Holders, the cheque or other transfer of funds, as the case may be, shall be mailed or delivered to the first address or account so appearing. In the event of non-receipt of any cheque or funds for interest by the Holder, the Corporation will cause to be issued to the Holder a replacement cheque or replacement transfer of funds for like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction, acting reasonably. The Corporation may, in its discretion, elect to pay any interest, including Deferred Interest, or to pay the principal amount of this Note plus accrued and unpaid interest thereon on the Maturity Date by delivering Common Shares in accordance with the Note Indenture. This Initial Debenture Note is one of the 5.0% Unsecured Convertible Debentures Series A Notes issued under a Note Indenture (herein referred to herein as the “Initial DebenturesNote Indenture”) of dated November 25, 2003 between the Corporation issued or issuable in one or more series under the provisions of the Indentureand Olympia Trust Company, as Trustee. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 in lawful money Series A Notes and the aggregate principal amount of Notes that may be issued under the United States of AmericaNote Indenture is unlimited. Reference is hereby expressly made to the Note Indenture and any instruments supplemental thereto for a statement and description of the terms and conditions upon which the Initial Debentures are or are to be this Note is issued and held and the rights and remedies of the holders Holders of the Initial Debentures and of Notes, the Corporation and of the TrusteeTrustee with respect thereto, all to the same effect as if the provisions of the Note Indenture and of any instruments supplemental thereto were herein set forth forth, to all of which provisions the holder registered Holder of this Initial Debenture Note, by acceptance hereof hereof, assents. In the event of any inconsistency between the provisions of this Note and the Note Indenture, the provisions of the Note Indenture shall prevail. The Initial Debentures shall be issued Notes are issuable as fully registered Notes in denominations of $10, 100.00 and for amounts above such minimum only in integral multiples thereof and to CDS in denominations of $1,000 and integral multiples thereof1.00. Upon compliance with the provisions of the Note Indenture, Debentures Notes of any authorized denomination may be exchanged for an equal aggregate principal amount of Debentures Notes in any other authorized denomination or denominations. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities All Notes issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, Note Indenture rank equally and ratably without priority or preference. This Note is a direct unsecured obligation of the Corporation, but is not secured by any mortgage, hypothec, charge or pledge and is subordinated in subordinate to all Senior Indebtedness. The Note Indenture contains no restrictions on the right of payment, the Corporation to borrow or give security for any of its obligations in priority to the extent and Notes. The Principal Amount hereof may also become or be declared due before stated maturity on the conditions, in the manner provided manner, with the effect and at the times set forth in the Note Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares This Note may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby all holders of outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions, and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, transferred upon compliance with the conditions prescribed in the Indenture, in one Note Indenture on the register of the registers transfers to be kept at the principal office of the Trustee in the City of Vancouver, the City of TorontoCalgary, and in such other place or places (if any) and/or by such other registrar or registrars (if any) as the Corporation with the approval of the Trustee and Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register , by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in writing in form and substance execution satisfactory to the Trustee or and/or other registrar, registrar (if any) and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe prescribe, and then, only if such transfer shall have been duly entered on one of the appropriate registers or noted on this Note by a proper registrar. The Note Indenture contains provisions making binding upon surrender all Holders of this Initial Debenture for cancellation. Thereupon Notes outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions and instruments in writing signed by the Holders of a new Initial Debenture or Initial Debentures in specified percentage of the same aggregate principal amount shall be issued to of the transferee in exchange hereofNotes outstanding. This Initial Debenture Note shall not become obligatory for any purpose until it shall have been certified by the Trustee for the time being under the Note Indenture. Capitalized words or expressions Unless otherwise defined, all initially capitalized terms used in this Initial Debenture shall, unless otherwise defined herein, herein shall have the meaning meanings ascribed thereto to such terms in the Note Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall govern.
Appears in 1 contract
Formal Date. For the purpose of convenience this Trust Indenture may be referred to as bearing the formal date of April 7September 8, 2022 2011, irrespective of the actual date of execution hereof. The IN WITNESS whereof the parties hereto have executed this Indenturethese presents. By: /s/ “▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇” Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chairman & Chief Executive Officer By: /s/ “▇▇▇▇▇ ▇▇▇▇▇▇▇ ” Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Professional, Corporate Trust By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager Chief Financial Officer We have authority to bind the Corporation By: “▇▇▇▇▇ Small” Name: ▇▇▇▇▇ Small Title: Manager, MBS By: “▇▇▇▇ ▇. ▇▇▇▇” Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Corporate Trust Officer We have authority to bind the Debenture Trustee No. ● Principal Amount $● MODERN MINING TECHNOLOGY CORP. CUSIP [▇▇▇▇▇▇▇▇▇] / [▇▇▇▇▇▇▇▇▇] ISIN [CA928972AA63] / [CA928972AB47] Wi-LAN Inc. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture Trust Indenture (the “Trust Indenture”) dated as of April 7September 8, 2022, 2011 between the Corporation and Computershare Trust Company of Canada (the “Debenture Trustee”), promises to pay to CDS & CO. as the registered holder hereof on April 7the Initial Maturity Date or, 2025 if the Take-Up occurs prior to the time of a Termination Event, the Final Maturity Date, as applicable, or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Trust Indenture (any such date, the “Maturity Date”) the principal amount hereof sum of n ($n) in lawful money of the United States of America Canada on presentation and surrender of this Initial Debenture at the office main branch of the Debenture Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, in accordance with the terms of the Trust Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, from and including, including the date hereof, at the rate of 5.06.00% per annum (based on a year of 360 days comprised of twelve 30-day months)annum, in like money, money in arrears in equal semi-annual instalments (less any tax required by law to be deducted or withheld) on the Maturity Date September 30 and March 31 in each year and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same dates. The first payment will be made on the third Business Day following the Take-Up (the “Initial Interest Payment Date”) and will include accrued and unpaid interest for the period from and including September 8, 2011 to but excluding the Initial Interest Payment Date. Following the Initial Interest Payment Date, the second interest payment on the Initial Debentures will be made on the next applicable semi-annual interest payment date, being either March 31 or September 30, and will include accrued and unpaid interest for the period from, and including, the Initial Interest Payment Date to, but excluding, such second interest payment date. Thereafter, all interest payments will be payable semi-annually in arrears on March 31 and September 30 in each year. The last interest payment shall fall due on September 30, 2016, unless the Initial Debentures are repaid in full on the Initial Maturity Date, in which case, interest will be paid on the Initial Maturity Date for the period from and including September 8, 2011 to but excluding the Initial Maturity Date. Interest hereon shall be payable by electronic funds transfer to the registered holder hereof and, subject to the provisions of the Trust Indenture, the making of such transfer of funds shall, to the extent of the sum represented thereby (plus the amount of any tax withheld), satisfy and discharge all liability for interest on this Initial Debenture. This Initial Debenture is one of the 5.0% Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Trust Indenture. The authorized principal amount of the Initial Debentures authorized for issue immediately are is limited to an aggregate principal amount of $5,000,000 230,000,000 in lawful money of Canada and the United States authorized principal amount of AmericaAdditional Debentures which may be issued under the Trust Indenture is unlimited. Reference is hereby expressly made to the Trust Indenture for of a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Debenture Trustee, all to the same effect as if the provisions of the Trust Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Trust Indenture, Initial Debentures of any denomination may be exchanged for an equal aggregate principal amount of Initial Debentures in any other authorized denomination or denominations. Subject to the provisions The whole, or if this Initial Debenture is in the Indenture and without further action on the a denomination in excess of $1,000 any part of the Registered Holderwhich is $1,000 or an integral multiple thereof, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, at the option of the holder hereof, upon surrender of this Initial Debenture represented by this certificate may not be converted at the principal office of the Debenture Trustee in the City of Toronto, at any time but after the date of the Take-Up and prior to 5:00 p.m. (Toronto time) on the earlier of the Final Maturity Date and the last Business Day immediately preceding the date specified by the holder and may only be converted pursuant Corporation for redemption of this Initial Debenture, into Freely Tradeable Common Shares of the Corporation (without adjustment to the foregoing forced conversion. On and after the Forced Conversion Date of Price for distributions on Common Shares issuable on conversion or for interest accrued on the Initial Debentures represented by this Debenture Certificatesurrendered for conversion; however, the holder will have no rights hereunder except holders converting their Initial Debentures shall be entitled to receive, in addition to the Underlying Securities issued applicable number of Freely Tradeable Common Shares, accrued and unpaid interest in respect thereof as provided in the Trust Indenture) at a conversion price of $9.20 (the “Conversion Price”) per Common Share, being a rate of approximately 108.6957 Common Shares for each $1,000 principal amount of Initial Debentures, all subject to such holderthe terms and conditions and in the manner set forth in the Trust Indenture. The Trust Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price Current Market Price of such fractional interest determined in accordance with the Trust Indenture. Not less than No Debentures may be converted during the period from the close of business on the Record Date preceding the Interest Payment Date (being September 30 days and March 31 in each year) to and including such Interest Payment Date, commencing three Business Days after the Take-Up, as the registers of the Debenture Trustee will be closed during such periods. The Initial Debenture may be redeemed at the option of the Corporation on the terms and conditions set out in the Trust Indenture at the redemption price therein set out. This Initial Debenture is not redeemable before September 30, 2014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred. On and after September 30, 2014 and prior to September 30, 2016, this Initial Debenture is redeemable at the consummation of: option of the Corporation provided that the Corporation files with the Debenture Trustee on the day that notice of redemption of this Initial Debenture is first given an Officer’s Certificate of the Corporation certifying that the volume weighted average trading price per Common Share on the Toronto Stock Exchange (ior elsewhere in accordance with the Trust Indenture) any event as a result of or following for the 20 consecutive trading days ending on the fifth trading day immediately preceding the date on which any personsuch notice is given, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50is at least 125% of the outstanding Common Shares; or (ii) Conversion Price then in effect. Upon the sale or other transfer occurrence of all or substantially all a Change of the consolidated assets Control of the Corporation, unless the holders of voting securities of the Corporation immediately prior is required to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders make an offer to purchase all of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right at a price equal to require the Corporation to, either: (i) purchase the Debentures at 105100% of the principal amount thereof of such Initial Debentures plus accrued and unpaid interest to (if any) up to, but excluding, the Maturity Date; or (ii) convert date the Initial Debentures at the Conversion Price are so repurchased (the “Change of Control Purchase Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Purchase Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made In addition to the requirement for the Initial Debentures Corporation to make a Change of Control Purchase Offer in the event of a Change of Control, if a Change of Control occurs in which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 9010% or more of the principal amount consideration for the Common Shares in the transaction or transactions constituting a Change of all the Initial Debentures Control consists of:
(i) cash, other than Initial cash payments for fractional Common Shares and cash payments made in respect of dissenter’s appraisal rights;
(ii) trust units, limited partnership units or other participating equity securities of a trust, limited partnership or similar entity;
(iii) equity securities that are not traded or intended to be traded immediately following such transactions on a recognized stock exchange; or
(iv) other property that is not traded or intended to be traded immediately following such transactions on a recognized stock exchange, then subject to regulatory approvals, during the period beginning ten trading days before the anticipated date on which the Change of Control becomes effective and ending 30 days after the Change of Control Purchase Offer is delivered, holders of Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire convert their Debentures, subject to certain limitations, and receive, in addition to the Initial number of Common Shares they would otherwise be entitled to receive, an additional number of Common Shares per $1,000 principal amount of Debentures calculated in accordance with the terms of those holders who did not accept the offer Indenture. The Corporation may, on notice as provided in the same terms Trust Indenture, at its option (subject to any applicable regulatory approval and as provided in the Offeror acquired Trust Indenture), elect to satisfy the first 90% of obligation to repay the principal amount of this Initial Debenture on the Final Maturity Date, on redemption by the issue of that number of Freely Tradeable Common Shares obtained by dividing the principal amount of this Initial DebenturesDebenture by 95% of the Current Market Price on the Final Maturity Date or the date fixed for redemption, as the case may be. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Trust Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Trust Indenture, to the prior payment in full of all Secured IndebtednessSenior Indebtedness and indebtedness to trade creditors of the Corporation, whether outstanding at the date of the Trust Indenture or thereafter created, incurred, assumed or guaranteed. These This Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), Debenture is subordinate to claims or the securities laws of any state creditors of the United StatesCorporation’s Subsidiaries, except to the extent the Corporation is a creditor of such Subsidiaries ranking at least pari passu with such other creditors. The Initial Debentures principal hereof may not become or be converted by or for declared due and payable before the account or benefit of a U.S. person or a person stated maturity in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In additionevents, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from manner, with the registration requirements of effect and at the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined times provided in Regulation S under the U.S. Securities ActTrust Indenture. The Trust Indenture contains provisions whereby making binding upon all holders of Debentures outstanding Debentures hereunder (or in certain circumstances, specific series of Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions, provisions and instruments signed by the holders of a specified majority of Debentures outstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Trust Indenture. The Trust Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officersor an annuitant or beneficiary governed by a registered retirement savings plan, directors and employees registered retirement income fund, registered education savings plan, deferred profit sharing plan, registered disability savings plan or tax-free savings account, or the directors, officers or agents of the Corporation in respect of any obligation or claim arising out of the Trust Indenture or this Initial DebentureDebenture and limiting recourse for such obligation or claim only to the assets from time to time of the Corporation. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Trust Indenture, in one of the registers to be kept at the principal office of the Debenture Trustee in the City of Vancouver, the City of Toronto, Ontario and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Debenture Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrarDebenture Trustee, and upon compliance with such reasonable requirements as the Debenture Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Debenture Trustee under the Trust Indenture. The Trust Indenture is and this Debenture shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Trust Indenture. In the event of any inconsistency between that the terms and conditions stated in this Debenture conflict, or are inconsistent with, the terms and conditions of this Initial Debenture and the Trust Indenture, the terms of the Trust Indenture shall governprevail and take priority.
Appears in 1 contract
Sources: Trust Indenture (Wi-Lan Inc.)
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7January 26, 2022 2024 irrespective of the actual date of execution hereof. The parties have executed this Indenture. MOUNT LOGAN CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Financial Officer ODYSSEY TRUST COMPANY By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: ProfessionalSenior Director, Corporate Trust By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager Director, Corporate Trust UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE APPLICABLE ISSUE DATE] No. ● Principal Amount $● MODERN MINING TECHNOLOGY CORP. [●] US$[●] Mount Logan Capital Inc. (the “Corporation” or the “Issuer”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture (the “Indenture”) dated as of April 7January 26, 2022, 2024 between the Corporation and Computershare Odyssey Trust Company of Canada (the “Trustee”), promises to pay to the registered holder hereof on April 7January 26, 2025 2032 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof sum set out above in lawful money of the United States of America on presentation and surrender of this Initial Debenture at the office main branch of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, Ontario in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof fromfrom the date hereof to, and includingbut excluding, the date hereof, Maturity Date at the rate of 5.08.85% per annum (based on a year of 360 365 days comprised (or 366 days in the case of twelve 30-day monthsa leap year) and the actual number of days in the relevant interest period), in like money, in arrears in equal cash (less any tax required by law to be deducted or withhelddeducted) on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same date. For certainty, the interest payment will include interest accrued quarterly and compounded on an annual basis from, and including, January 26, 2024 to, but excluding, January 26, 2032. This Initial Debenture is one of the 5.08.85% Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 up to US$20,000,000 in lawful money of the United States of AmericaStates. However, additional Initial Debentures may be issued pursuant to the Indenture after the date hereof. Reference is hereby expressly made to the Indenture Indenture, and in particular, Section 2.4 therein, for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued are issuable only in denominations of $10, and integral multiples thereof and to CDS in denominations of $US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject The Initial Debentures may be redeemed at the option of the Corporation, to the provisions in extent permitted by and subject to compliance with the Indenture and without further action on the part terms of the Registered Holderany Senior Secured Indebtedness, if after April 7, 2022, and prior at a price equal to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all being redeemed, plus a cash payment in respect of accrued and unpaid interest thereon (less any tax required by law to be deducted whether having been compounded or withheldnot) to to, but excluding, the Forced Conversion Date into Redemption Date. Upon the Underlying Securities at the Conversion Price upon delivering occurrence of a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of Compulsory Offer Event, the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) is required to make an offer to purchase all of the principal amount Initial Debentures at a price of this Debenture and all US$1,000 plus a cash payment in respect of accrued and unpaid interest thereon (less any tax required by law to be deducted if any) (whether having been compounded or withheldnot) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporationup to, as applicable, into which this Initial Debenture is convertible. For greater certaintybut excluding, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of date the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price are so repurchased (the “Change of Control Debenture Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control the Compulsory Offer Event to the Trustee have been tendered for purchase pursuant to the Change of Control Debenture Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at for the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debenturesconsideration. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Senior Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures The principal hereof may become or be declared due and payable before the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person stated maturity in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In additionevents, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from manner, with the registration requirements of effect and at the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined times provided in Regulation S under the U.S. Securities ActIndenture. The Indenture contains provisions whereby making binding upon all holders of Debentures outstanding Debentures thereunder (or in certain circumstances, circumstances specific series of Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions, provisions and instruments signed by the holders of a specified majority of Debentures outstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, Toronto and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. If any of the provisions of this Initial Debenture are inconsistent with the provisions of the Indenture, the provisions of the Indenture shall take precedence and shall govern. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In The Indenture and this Debenture shall be governed by, and construed in accordance with, the event laws of any inconsistency between the terms Province of this Initial Debenture Ontario and the Indenture, the terms federal laws of the Indenture shall governCanada applicable therein.
Appears in 1 contract
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7June 10, 2022 2016 irrespective of the actual date of execution hereof. The IN WITNESS whereof the parties hereto have executed this Indenturethese presents under the hands of their proper officers in that behalf. By: /s/ “▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇” Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Professional, VP Legal and General Counsel & Corporate Secretary By: “▇▇▇▇ ▇▇▇▇” Name: ▇▇▇▇ ▇▇▇▇ Title: Corporate Trust Officer By: /s/ ▇▇“▇▇▇▇▇ ▇▇▇▇▇▇ ▇” Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager Corporate Trust Officer Certificate No. ● Principal Amount $● MODERN MINING TECHNOLOGY CORPCUSIP: ▇▇▇▇▇▇▇▇▇ NEXGEN ENERGY LTD. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture trust indenture dated June 10, 2016 (the “Indenture”) dated as of April 7, 2022, between the Corporation and Computershare Trust Company of Canada (the “Trustee”), promises to pay to [Name of registered holder to be inserted here] , the registered holder hereof on April 7the Maturity Date, 2025 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof sum of dollars ($ ) in lawful money of the United States of America on presentation and surrender of this Initial Debenture at the principal office of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, from and including, including the date hereof, or from and including the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, to but excluding the next Interest Payment Date at the rate of 5.07.5% per annum (based on a 360-day year of 360 days comprised consisting of twelve 30-day months), in like money, in arrears in (with the exception of the first interest payment which will include interest from June10, 2016 as set forth below) equal semi-annual installments (less any tax required by law to be deducted or withhelddeducted) on June 10 and December 10 in each year commencing on December 10, 2016 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same datedates. For certainty, the first interest payment will include interest accrued from June 10, 2016 to, but excluding December 10, 2016, which will be equal to $37.50 for each $1,000 principal amount of the Debentures. The Corporation shall satisfy its Interest Obligation on the Debentures on each Interest Payment Date (including, for greater certainty, following conversion or redemption or on the Maturity Date) by delivering: (i) cash for two-thirds of the Interest then due (equal to 5% per annum); and (ii) Freely Tradeable Shares for one-third of the Interest then due (equal to 2.5% per annum). The Shares to be issued in satisfaction of the Corporation’s Interest Obligation on the Debentures shall be issued at a price equal to the Current Market Price. If the Corporation is not a reporting issuer (or its equivalent) in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Shares is to occur, or the Shares are not listed on the TSX or the TSX-V on the applicable Interest Payment Date, the Corporation shall satisfy its entire Interest Obligation in cash. Interest hereon that is to be paid in cash shall be payable by wire, cheque, electronic transfer of funds or such other means as may be agreed to by the Trustee, to the registered holder hereof and, subject to the provisions of the Indenture. This Initial Debenture is one of the 5.0% Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial authorized principal amount of the Debentures authorized for issue immediately are is limited to an aggregate principal amount of $5,000,000 60,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination this Debenture may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject The Corporation will pay to the provisions Debentureholder such Additional Amounts as may become payable under Section 2.11 of the Indenture. The whole, or if this Debenture is in a denomination in excess of $1,000 any part of which is $1,000 or an integral multiple thereof, of the principal of this Debenture is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in the Indenture and without further action City of Vancouver, British Columbia, at any time prior to 5:00 p.m. (Vancouver time) on the part earlier of the Registered HolderMaturity Date and the Business Day immediately preceding the date specified by the Corporation for redemption of this Debenture, if after April 7, 2022, and prior into Freely Tradeable Shares (subject to Section 5.1 of the Indenture) (without adjustment to the Maturity DateConversion Price for distributions on Shares issuable on conversion or for interest accrued on the Debentures surrendered for conversion) at a conversion price of $2.3261 per Share (the “Conversion Price”), the Corporation completes being a listing rate of its Common 430 Shares on a Recognized Stock Exchange, the for each $1,000 principal amount of the Initial Debentures and Debentures, all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) subject to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture terms and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, conditions and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of manner set forth in the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holderIndenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price Current Market Price of such fractional interest or determined in accordance with the Indenture. Not less than 30 days The Debentures shall be redeemable by the Corporation in accordance with the terms of Article 4 of the Indenture, provided that the Debentures will not be redeemable on or prior to June 10, 2019, except in the event of the satisfaction of certain conditions after a Change of Control. From June 10, 2019 and prior to the consummation of: (i) Maturity Date, the Debentures shall be redeemable, in whole at any event as a result of or following which any persontime, or persons acting jointly or in concert directly or indirectly within part from time to time, at the meaning option of applicable securities legislationthe Corporation on notice as provided for in the Indenture at a redemption price equal to the principal amount thereof plus accrued and unpaid interest up to the Redemption Date, beneficially owns or exercises control or direction over an aggregate of more than 50provided that the Current Market Price on the date immediately prior to the date the Redemption Notice is given exceeds 130% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), Conversion Price and the Corporation shall notify have provided to the holders Trustee an Officer’s Certificate confirming such Current Market Price. The Redemption Price for this Debenture will be a price equal to its principal amount plus accrued and unpaid interest. Upon the occurrence of the Initial Debentures of the a Change of Control, the Corporation has the right (but not the obligation) to redeem, on the terms and conditions set out in the holders Indenture, all (and not less than all) of this Debenture in accordance with the requirements of Applicable Securities Legislation in cash at a price equal to (A) if the Change of Control occurred on or prior to June 10, 2019, 130% of the Initial Debentures shallprincipal amount thereof and (B) if the Change of Control occurred after June 10, 2019, 115% of the principal amount thereof, plus, in their sole discretioneach case, have accrued and unpaid interest, if any, on the Debenture up to, but excluding, the Change of Control Redemption Date. Upon completion of a Change of Control and a Change of Management, but without any requirement that such Change of Control and such Change of Management occur contemporaneously, the holder of this Debenture has the right to require the Corporation toto purchase, either: on the terms and conditions set out in the Indenture, all or any part of this Debenture in accordance with the requirements of Applicable Securities Legislation in cash at a price equal to (iA) purchase if the Debentures at 105Change of Control occurred on or prior to June 10, 2019, 130% of the principal amount thereof plus unpaid interest to and (B) if the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90occurred after June 10, 2019, 115% or more of the principal amount of all Debentures outstanding thereof, plus, in each case, accrued and unpaid interest, if any, on this Debenture up to, but excluding, the date Put Date, provided that the Corporation provides notice has decided to not exercise the Change of Control Redemption Right. From and after the announcement by the Corporation of a Change of Control that is recommended by the Board of Directors of the Corporation, and subject to the Trustee have been tendered for purchase pursuant to terms on conditions set out in the Change of Control OfferIndenture, the Corporation has the shall have a right to redeem all require the remaining outstanding Initial Debentures on holder of this Debenture to convert the same date and whole or any part of this Debenture into Shares at the same priceConversion Price. If Subject to the restrictions on transfer set forth in the Indenture, if an offer Offer for all of the outstanding Debentures is made for and, subject to the Initial terms and conditions set out in the Indenture, the Offer is accepted by holders of Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and representing at least 90% or more of the outstanding principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates Offeror or affiliates an Affiliate or Associate of the Offeror), and the Offeror is bound to take up and pay for, or anyone acting jointly or in concert with the Offeror) are has taken up and paid for by the OfferorDebentures of the Debentureholders who accepted the Offer, the Offeror will be entitled to acquire acquire, for the Initial same consideration per Debenture payable under the Offer, the Debentures of those holders held by Debentureholders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial DebenturesOffer. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, Debenture is a direct unsecured obligation of the Corporation, and is subordinated will rank equally with all other Debentures and with all other unsecured and unsubordinated indebtedness of the Corporation except as prescribed by law. Except as specifically provided in right Section 2.3(o) of paymentthe Indenture, the Indenture does not limit the Corporation from incurring additional indebtedness that ranks senior to the extent Debentures, or from mortgaging, pledging or charging the Corporation’s properties to secure any indebtedness. The principal hereof may become or be declared due and payable before the stated maturity in the manner events, in the manner, with the effect and at the times provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby making binding upon all holders of Debentureholders outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound thereunder resolutions passed at meetings of such holders held in accordance with such provisions, provisions and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series)outstanding, which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on Further, in certain cases, the part of holders of Common Shares not less than a majority in principal amount of Debentures then outstanding may, on behalf of all Debentureholders, waive an Event of Default and/or cancel a declaration of acceleration upon such terms and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debentureconditions as such holders shall prescribe. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, British Columbia and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. The Indenture and this Debenture shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between that the terms and conditions stated in this Debenture conflict, or are inconsistent with, the terms and conditions of this Initial Debenture and the Indenture, the terms of the Indenture shall governprevail and take priority.
Appears in 1 contract
Sources: Trust Indenture (NexGen Energy Ltd.)
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7February 24, 2022 2023 irrespective of the actual date of execution hereof. The parties have executed this Indenture. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: Professional, Corporate Trust Chief Financial Officer By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Manager Corporate Trust Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Corporate Trust Officer No. ● Principal Amount $US$● MODERN MINING TECHNOLOGY CORPSTARFIGHTERS SPACE, INC. (the “"Corporation”") for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture (the “"Indenture”") dated as of April 7February 24, 20222023, between the Corporation and Computershare Trust Company of Canada (the “"Trustee”"), promises to pay to the registered holder hereof on April 7February 24, 2025 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “"Maturity Date”") the principal amount hereof in lawful money of the United States of America on presentation and surrender of this Initial Debenture at the office main branch of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, OntarioAlberta, in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereof, at the rate of 5.0% per annum (based on a year of 360 days comprised of twelve 30-day months), in like money, in arrears in equal (less any tax required by law to be deducted or withheld) on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest (less any tax required by law to be deducted or withheld) on the amount in default at the same rate, in like money and on the same date. Any such rights to payment of any principal or interest shall be subject to the conversion provisions attached to this Initial Debenture. This Initial Debenture is one of the 5.0% Unsecured Secured Convertible Debentures (referred to herein as the “"Initial Debentures”") of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 8,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued are issuable only in denominations of $10, and integral multiples thereof and to CDS in denominations of $1,000 100 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if after April 7February 24, 20222023, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares Shaes on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date (as defined herein) will automatically convert into the Underlying Securities Common Shares at the Conversion Price upon delivering a written notice (the “"Forced Conversion Notice”") to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “"Forced Conversion Date”") shall be the date the common shares of the Corporation (the “Common Shares”) Shares are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax Tax which the Corporation is required by law to be deducted deduct or withheldwithhold) shall be deemed to be converted into securities of the Corporation Common Shares at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the CorporationCommon Shares, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “"Change of Control”"), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105100% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price price per Common Share paid for the Common Shares being acquired as part of the Change of Control (the “"Change of Control Offer”"). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an a bona fide offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured secured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion ("Underlying Securities") hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “"U.S. Securities Act”"), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to and in compliance with (i) an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, or (ii) a safe harbor from such registration requirements provided by Rule 903 or Rule 904 of Regulation S of the U.S. Securities Act. “To the extent any Debentures or Underlying Securities are transferred, and except as may otherwise be confirmed by a legal opinion of counsel of recognized standing in form and substance reasonably acceptable to the Corporation, such securities will remain "restricted securities" and will continue to be endorsed with the U.S. Legends required by the Indenture. As the Corporation is a "domestic issuer" within the meaning ascribed to such term in Rule 405 under the U.S. Securities Act and Rule 902(e) of Regulation S, any of such securities sold outside the United States in accordance with Rule 903 or Rule 904 of Regulation will continue to be "restricted securities" under Rule 905 of Regulation S. "U.S. person” " and “"United States” " are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby all holders of outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound by resolutions passed at meetings of such holders held in accordance with such provisions, and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, Calgary and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall govern.
Appears in 1 contract
Sources: Secured Convertible Debenture Indenture (Starfighters Space, Inc.)
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 713, 2022 2023 irrespective of the actual date of execution hereof. The parties hereto have executed this IndentureIndenture as of the date first written above. By: /s/ ▇▇▇“T▇▇▇ ▇▇▇▇ Name: ▇▇▇” Name: T▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇“D▇▇ ▇▇▇▇▇▇▇ ” Name: D▇▇ ▇▇▇▇▇▇ Title: President, Corporate Trust By: “A▇▇ ▇▇▇▇▇▇▇” Name: A▇▇ ▇▇▇▇▇▇▇ Title: ProfessionalDirector, Corporate Trust By: /s/ UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE APPLICABLE ISSUE DATE]. THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF APRIL 13, 2023 BETWEEN YERBAE BRANDS CORP. AND ODYSSEY TRUST COMPANY (THE “INDENTURE”). EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED C▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager Corporate Trust DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO YERBAE BRANDS CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF YERBAE BRANDS CORP. (THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS. PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (B) ABOVE IF REQUIRED BY THE CORPORATION OR THE TRUSTEE THE HOLDER FIRST FURNISHES TO THE CORPORATION AND THE TRUSTEE AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND THE TRUSTEE TO SUCH EFFECT. No. ● Principal Amount $● MODERN MINING TECHNOLOGY ______________ $ ______________ YERBAE BRANDS CORP. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture Debenture Indenture (the “Indenture”) dated as of April 713, 2022, 2023 between the Corporation and Computershare Odyssey Trust Company of Canada (the “Trustee”), promises to pay to the registered holder hereof on April 730, 2025 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof sum of ______________Dollars ($_____________) in lawful money of the United States of America on presentation and surrender of this Initial Debenture at the office of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereofApril 13, 2023, at the rate of 5.06% per annum (based on a year of 360 days comprised of twelve 30-day months), in like money, in arrears in equal (less any tax required by law to be deducted or withheld) fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same datedates. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day. The Corporation shall pay accrued but unpaid interest on the Debentures on an Interest Payment Date by delivering to each holder of Debentures that number of Common Shares obtained by dividing the interest amount payable to such holder on the applicable Interest Payment Date by the Market Price of the Common Shares on the applicable Interest Payment Date. The Corporation will issue such Common Shares as soon as reasonably practicable and no later than 5 days from such Interest Payment Date. For the purposes hereof, “Market Price” has the meaning ascribed to such term in the Indenture. This Initial Debenture is one of the 5.0“6% Unsecured Convertible Debentures Debentures” (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 3,450,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby all holders of outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions, and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall govern.
Appears in 1 contract
Sources: Convertible Debenture Indenture (Safety Shot, Inc.)
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7May 23, 2022 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer By: /s/ (signed) ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Professional, Corporate Trust Authorized Signing Officer By: /s/ (signed) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signing Officer By: (signed) ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Manager Corporate Trust No. ● Principal Amount $● MODERN MINING TECHNOLOGY CORPAuthorized Signing Officer By: (signed) ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signing Officer By: (signed) ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signing Officer By: (signed) ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signing Officer By: (signed) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director CANSORTIUM INC. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture Debenture Indenture (the “Indenture”) dated as of April 7May 23, 2022, 2019 between the Corporation and Computershare Trust Company of Canada CAPITAL TRANSFER AGENCY, ULC (the “Trustee”), promises to pay to , the registered holder hereof on April 7May 23, 2025 2021 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof sum of ● Dollars (US$●) in lawful money of the United States of America on presentation and surrender of this Initial Debenture at the office main branch of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, Ontario in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay Indenture. The Debentures shall bear interest on the principal amount hereof from, and including, from the date hereof, of issue at the rate of 5.012% per annum (based on a year of 360 days comprised composed of twelve 30-day months). Interest will be paid as to (i) 6.0% in cash, accruing daily and due and payable quarterly (the “Cash Interest”) and (ii) as to 6% in like moneycash, in arrears in equal (less any tax required by law to be deducted or withheld) accruing daily as simple interest and due and payable on the Maturity Date and(the “Deferred Interest”) provided that such Deferred Interest shall be automatically converted at the Conversion Price on the date of conversion of the applicable Debenture. The Cash Interest will be payable in arrears on June 30, should September 30, December 31 and March 31 of each year and on the Corporation at any time make default in Maturity Date (each, an “Interest Payment Date”). The first such payment shall fall due on June 30, 2019 and the last such payment of any principal(representing interest payable from the last Interest Payment Date to, premiumbut excluding, if anythe Maturity Date) to fall due on the Maturity Date. Interest shall be payable after as well as before maturity and after as well as before default, or interest, to pay with interest on the amount amounts in default at the same rate, in like money compounded monthly. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding June 30, 2019, which will be equal to US$6.33 for each US$1,000 principal amount of Debentures. Any payment required to be made on any day that is not a Business Day will be made on the same datenext succeeding Business Day. The record date for the payment of interest on the Debentures will be that date which is five Business Days prior to each Interest Payment Date. The Corporation shall not have the right to redeem or repay any Debenture prior to the Maturity Date. This Initial Debenture is one of the 5.012% Unsecured Senior Secured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 US$28,750,000, in lawful money connection with the private placement of Units (amount includes the United States of America15% over-allotment option granted to the Agents pursuant to the Agency Agreement). Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued are issuable only in denominations of $10, and integral multiples thereof and to CDS in denominations of $US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject to the provisions in the Indenture and without further action on the part Any part, being US$1,000 or an integral multiple thereof, of the Registered Holderprincipal of this Debenture, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, provided that the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities this Debenture is in a denomination in excess of US$1,000, is convertible, at the Conversion Price option of the holder hereof, upon delivering a written notice (surrender of this Debenture at the “Forced Conversion Notice”) to principal office of the Trustee in accordance with the Indenture and ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, at any time prior to the Registered Holder by way close of news release. The effective date business on the Business Day preceding the Maturity Date or, if this Debenture is called for redemption on or prior to such date, then, to the forced conversion extent so called for redemption, up to but not after the close of business on the last Business Day (as defined in the “Forced Conversion Date”Indenture) shall be immediately preceding the date specified for redemption of this Debenture or, if called for repurchase pursuant to a Change of Control (as defined in the Indenture) on the Business Day immediately prior to the payment date, into common shares of the Corporation (the “Common Shares”) are listed (without adjustment for interest accrued hereon or for dividends or distributions on such Recognized Stock ExchangeCommon Shares issuable upon conversion) at a conversion price of US$2.10 (the “Conversion Price”) per Common Share, and on such Forced Conversion Date: (i) all being a rate of the approximately 476 Common Shares for each US$1,000 principal amount of this Debenture Debentures, all subject to the terms and all accrued conditions and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to in the manner set forth in the Indenture. No Debentures may be converted into securities during the five Business Days preceding each Interest Payment Date, as the registers of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall Trustee will be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to closed during such holderperiods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion, and any Common Shares so issuable will be rounded down to the nearest whole number. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion but in lieu thereofon an Interest Payment Date or during the five preceding Business Days, the Corporation will satisfy such fractional interest by a cash payment equal Person or Persons entitled to receive Common Shares in respect of the market price Debentures so surrendered for conversion shall not become the holder or holders of record of such fractional Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest determined in accordance with payable on such Debentures will be for the Indenture. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% account of the outstanding Common Shares; or (ii) the sale or other transfer holder of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion record of such merged, reorganized or other continuing entity (collectively, Debentures at the close of business on the relevant record date. Upon the occurrence of a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures (the “Change of Control Purchase Option”) at 105101% of the principal amount thereof plus unpaid interest to (but excluding) the Maturity Datedate the Debentures are so repurchased; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial DebenturesPrice. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured secured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Actor pursuant to an available exemption from such registration requirements. The Indenture contains provisions whereby making binding upon all holders of Debentures outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound thereunder resolutions passed at meetings of such holders held in accordance with such provisions, provisions and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series)outstanding, which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation Obligors in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, Ontario and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall govern.
Appears in 1 contract
Sources: Secured Trust Indenture
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7July 19, 2022 2012, irrespective of the actual date of execution hereof. The parties have executed this Indenture. By: /s/ ▇(signed) ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Professional, Corporate Trust Chief Executive Officer By: /s/ ▇(signed) ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager Corporate Trust Officer By: (signed) ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Corporate Trust Officer No. ● Principal Amount $● MODERN MINING TECHNOLOGY CORP• ISIN • ] ▇▇▇▇▇▇▇▇ LAKE GOLD INC. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture Indenture (the “Indenture”) dated as of April 7July 19, 2022, 2012 between the Corporation and Computershare Trust Company of Canada (the “Trustee”), promises to pay to • as the registered holder hereof on April 7June 30, 2025 2017 (the “Maturity Date”) or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof sum of • ($• ) in lawful money of the United States of America Canada on presentation and surrender of this Initial Debenture at the office main branch of the Trustee in Vancouver▇▇▇▇▇▇▇, British Columbia, Calgary, Alberta or Toronto, Ontario▇▇▇▇▇▇▇, in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, from and including, including the date hereof, at the rate of 5.06% per annum (based on a year of 360 days comprised of twelve 30-day months)annum, in like money, money in arrears in equal semiannual instalments (less any tax required by law to be deducted or withheld) on June 30 and December 31 in each year, except that the Maturity Date first payment will be made on December 31, 2012 and will include accrued and unpaid interest for the period from and including July 19, 2012 to but excluding December 31, 2012 and the last such payment shall fall due on June 30, 2017, and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same datedates. Interest hereon shall be payable by electronic funds transfer to the registered holder hereof and, subject to the provisions of the Indenture, the making of such transfer of funds shall, to the extent of the sum represented thereby (plus the amount of any tax withheld), satisfy and discharge all liability for interest on this Initial Debenture. This Initial Debenture is one of the 5.0% Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The authorized principal amount of the Initial Debentures authorized for issue immediately are is limited to an aggregate principal amount of $5,000,000 57,500,000 in lawful money of Canada and the United States authorized principal amount of AmericaAdditional Debentures which may be issued under the Indenture is unlimited. Reference is hereby expressly made to the Indenture for of a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Initial Debentures of any denomination may be exchanged for an equal aggregate principal amount of Initial Debentures in any other authorized denomination or denominations. Subject to the provisions The whole, or if this Initial Debenture is in the Indenture and without further action on the a denomination in excess of $1,000 any part of the Registered Holderwhich is $1,000 or an integral multiple thereof, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, at the option of the holder hereof, upon surrender of this Initial Debenture represented by at the principal office of the Trustee in the City of Toronto, at any time but not after 5:00 p.m. (Toronto time) on the earlier of the last Business Day immediately preceding the Maturity Date and the last Business Day immediately preceding the date specified for redemption of this certificate may not be converted by Initial Debenture, into Freely Tradeable Shares at a conversion price of $15.00 (the holder and may only be converted pursuant “Conversion Price”) per Share, being a rate of approximately 66.6667 Shares for each $1,000 principal amount of Initial Debentures, all subject to the foregoing forced conversion. On terms and after conditions and in the Forced Conversion Date of manner set forth in the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holderIndenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price Current Market Price of such fractional interest determined in accordance with the Indenture. Not less than 30 days Holders converting their Initial Debentures shall be entitled to receive, in addition to the applicable number of Freely Tradeable Shares, accrued and unpaid interest in respect of such Debentures as provided in the Indenture. No Fully Registered Debentures may be converted during the period from the close of business on the Record Date preceding the Interest Payment Date (being June 15 and December 15 in each year) to and including such Interest Payment Date, commencing December 31, 2012, as the registers of the Trustee will be closed during such periods. The Initial Debenture may be redeemed at the option of the Corporation on the terms and conditions set out in the Indenture at the redemption price therein set out. This Initial Debenture is not redeemable before June 30, 2014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred. On and after June 30, 2014 and prior to the consummation of: Maturity Date, this Initial Debenture is redeemable at the option of the Corporation provided that the Corporation files with the Trustee on the day that notice of redemption of this Initial Debenture is first given an Officer’s Certificate of the Corporation certifying that the volume weighted average trading price per Share on the Toronto Stock Exchange (or elsewhere in accordance with the Indenture) for the 20 consecutive trading days ending on the fifth trading day immediately preceding the date on which such notice is given, is at least 130% of the Conversion Price then in effect. Upon the occurrence of a Change of Control, each holder of Initial Debentures may (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within require (the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii“Put Right”) the sale or other transfer Corporation to purchase on the date (the “Put Date”) that is 30 days following the giving of all or substantially all of notice by the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures Trustee of the Change of Control, and Control the holders whole or any part of the such holder’s Initial Debentures shall, in their sole discretion, have the right at a price equal to require the Corporation to, either: (i) purchase the Debentures at 105100% of the principal amount thereof of such Initial Debentures plus accrued and unpaid interest to up to, but excluding, the Maturity Date; Put Date or (ii) to convert the Debentures at the Conversion Price (the “Change of Control OfferConversion Right”)) all or any part of such holder’s Initial Debentures at the Change of Control Conversion Price. If 90% or more of the principal amount of all Initial Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Put Right or conversion pursuant to the Change of Control OfferConversion Right, the Corporation has the right (but not the obligation) to redeem purchase all the remaining outstanding Initial Debentures on the same date and Put Date at the same price. If an offer is made for price and in the same form as the Initial Debentures which is purchased pursuant to the Put Right. As more specifically provided in the Indenture, if a take-over takeover bid for the Initial Debentures Debentures, within the meaning of Applicable the Securities Legislation Act (Ontario) is made and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer takeover bid by or on behalf of the Offeror, associates Associates or affiliates Affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The Corporation may, on notice as provided in the Indenture, at its option (subject to any applicable regulatory approval and as provided in the Indenture), elect to satisfy the obligation to repay the principal amount of this Initial Debenture on the Maturity Date or on redemption by the issue of that number of Freely Tradeable Shares obtained by dividing the principal amount of this Initial Debenture by 95% of the Current Market Price on the Maturity Date or the date fixed for redemption, as the case may be. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured IndebtednessSenior Indebtedness and indebtedness to trade creditors of the Corporation, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These This Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), Debenture is subordinate to claims or the securities laws of any state creditors of the United StatesCorporation’s Subsidiaries, if any, except to the extent the Corporation is a creditor of such Subsidiaries ranking at least pari passu with such other creditors. The Initial Debentures principal hereof may not become or be converted by or for declared due and payable before the account or benefit of a U.S. person or a person stated maturity in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In additionevents, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from manner, with the registration requirements of effect and at the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined times provided in Regulation S under the U.S. Securities ActIndenture. The Indenture contains provisions whereby making binding upon all holders of Debentures outstanding Debentures hereunder (or in certain circumstances, specific series of Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions, provisions and instruments signed by the holders of a specified majority of Debentures outstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, Ontario and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the Trustee upon surrender of this Initial Debenture for cancellation by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellationprescribe. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereofherefor. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. The Indenture is and this Debenture shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between that the terms and conditions stated in this Debenture conflict, or are inconsistent with, the terms and conditions of this Initial Debenture and the Indenture, the terms of the Indenture shall governprevail and take priority.
Appears in 1 contract
Sources: Indenture (Kirkland Lake Gold Ltd.)
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7May 14, 2022 2021 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Professional, Corporate Trust By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager Corporate Trust No. ● Principal Amount $● MODERN MINING TECHNOLOGY CORP. The Limestone Boat Company Limited (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture Debenture Indenture (the “Indenture”) dated as of April 7May 14, 2022, 2021 between the Corporation and Computershare TSX Trust Company of Canada (the “Trustee”), promises to pay to , the registered holder hereof on April 7May 14, 2025 2024 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof sum of • Dollars ($•) in lawful money of the United States of America Canada on presentation and surrender of this Initial Debenture at the office main branch of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, Ontario in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereof, or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the rate of 5.010.0% per annum (based on a year of 360 days comprised of twelve 30-day months), in like money, in arrears in equal (with the exception of the first interest payment which will include interest from May 14, 2021 as set forth below) annual instalments (less any tax required by law to be deducted or withhelddeducted) on December 31 in each year commencing on December 31, 2021 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same datedates. For certainty, the first interest payment will include interest accrued from May 14, 2021 to December 31, 2021, which will be equal to $37.22 for each $1,000 principal amount of the Initial Debentures. This Initial Debenture is one of the 5.010.0% Subordinated Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 17,000,000 in lawful money of Canada, in connection with the United States non- brokered private placement of Americathe Initial Debentures. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject Any part, being $1,000 or an integral multiple thereof, of the principal of this Initial Debenture, provided that the principal amount of this Initial Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Initial Debenture at the principal office of the Trustee in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, at any time prior to the provisions in the Indenture and without further action close of business on the part of the Registered Holder, if after April 7, 2022, and prior to fifth Business Day immediately preceding the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed (without adjustment for interest accrued hereon or for dividends or distributions on such Recognized Stock ExchangeCommon Shares issuable upon conversion) at a conversion price of $0.36 (the “Conversion Price”) per Common Share, and on such Forced Conversion Date: (i) all being a rate of the approximately 2,777 Common Shares for each $1,000 principal amount of this Debenture Initial Debentures, all subject to the terms and all accrued conditions and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to in the manner set forth in the Indenture. No Initial Debentures may be converted into securities during the five Business Days preceding December 31 in each year, commencing December 31, 2021, as the registers of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall Trustee will be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to closed during such holderperiods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion, and any Common Shares so issuable will be rounded down to the nearest whole number. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion but in lieu thereofon an Interest Payment Date or during the five preceding Business Days, the Corporation person or persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will satisfy be for the account of the holder of record of such fractional interest by a cash payment equal Debentures at the close of business on the relevant record date. Subject to the market provisions in the Indenture and without further action on the part of the Debentureholder, if at any time beginning September 14 and prior to the Maturity Date, the volume weighted average price of the Common Shares on the Canadian Securities Exchange (or such fractional interest determined other recognized stock exchange on which the Common Shares are listed for trading) for 20 consecutive trading days equals or exceeds $0.50, as adjusted in accordance with the Indenture. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105% of the principal amount thereof plus unpaid interest may deliver a written notice to the Maturity Date; or (ii) Debentureholder to cause the Debentureholder to convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other but not less than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial DebenturesDebentures and all accrued and unpaid interest (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures plus all accrued and unpaid interest (less any tax required by law to be deducted or withheld) to the date of such forced conversion. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified Authenticated and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby making binding upon all holders of Initial Debentures outstanding Debentures thereunder (or in certain circumstances, circumstances specific series of Initial Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions, provisions and instruments signed by the holders of a specified majority of Initial Debentures outstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may be signed by the manual or electronic signature of an authorized officer of the Corporation and if signed electronically shall be binding on the Corporation as if it had been manually signed. Electronic signature means any electronic process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Delivery of an executed copy of this Initial Debenture by electronic transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of on the registers register(s) to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, Toronto and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified Authenticated by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall govern.
Appears in 1 contract
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7November 15, 2022 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. By: /s/ (Signed “▇▇▇▇▇ ▇▇▇▇▇▇▇▇”) Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer By: (Signed “▇▇▇ ▇▇▇▇▇▇”) Name: ▇▇▇ ▇▇▇▇▇▇ Title: VP, Corporate Trust By: (Signed “▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇”) Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: ProfessionalDirector, Corporate Trust By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager Corporate Trust NoClient Services (INSERT IF BEING ISSUED TO CDS) THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. ● Principal Amount $● MODERN MINING TECHNOLOGY CORPTHIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 15th DAY OF NOVEMBER, 2019 BETWEEN FLOWER ONE HOLDINGS INC. AND ODYSSEY TRUST COMPANY (the THE “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture (the “Indenture”) dated as of April 7, 2022, between the Corporation and Computershare Trust Company of Canada (the “Trustee”), promises to pay to the registered holder hereof on April 7, 2025 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof in lawful money of the United States of America on presentation and surrender of this Initial Debenture at the office of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereof, at the rate of 5.0% per annum (based on a year of 360 days comprised of twelve 30-day months), in like money, in arrears in equal (less any tax required by law to be deducted or withheld) on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same date. This Initial Debenture is one of the 5.0% Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control OfferINDENTURE”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control OfferEVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same priceTRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror“CDS”) TO FLOWER ONE HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the OfferorEXCHANGE OR PAYMENT, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial DebenturesAND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In additionANY TRANSFER, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby all holders of outstanding Debentures (or in certain circumstancesPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, specific series of Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisionsCDS & CO., and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series)HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall governTRANSFER OR DEAL WITH THIS CERTIFICATE.”
Appears in 1 contract
Sources: Debenture Indenture
Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of April 7December 23, 2022 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. By: /s/ Name: Title: By: Name: Title: By: Name: Title: (INSERT IF BEING ISSUED TO CDS) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO SIYATA MOBILE INC.. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 24, 2020. (INSERT IF APPLICABLE) WITHOUT PRIOR APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL APRIL 24, 2020. Certificate No. [●] C$[●] CUSIP ▇▇. ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Professional, Corporate Trust By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager Corporate Trust ISIN No. ● Principal Amount $● MODERN MINING TECHNOLOGY CORP. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture (the “Indenture”) dated as of April 7, 2022, between the Corporation and Computershare Trust Company of Canada (the “Trustee”), promises to pay to the registered holder hereof on April 7, 2025 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal amount hereof in lawful money of the United States of America on presentation and surrender of this Initial Debenture at the office of the Trustee in Vancouver, British Columbia, Calgary, Alberta or Toronto, Ontario, in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereof, at the rate of 5.0% per annum (based on a year of 360 days comprised of twelve 30-day months), in like money, in arrears in equal (less any tax required by law to be deducted or withheld) on the Maturity Date and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same date. This Initial Debenture is one of the 5.0% Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Initial Debenture by acceptance hereof assents. The Initial Debentures shall be issued in denominations of $10, and integral multiples thereof and to CDS in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if after April 7, 2022, and prior to the Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Not less than 30 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and the holders of the Initial Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 105% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The indebtedness evidenced by this Initial Debenture, and by all other Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions whereby all holders of outstanding Debentures (or in certain circumstances, specific series of Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions, and instruments signed by the holders of a specified majority of outstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver, the City of Toronto, and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Initial Debenture for cancellation. Thereupon a new Initial Debenture or Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Initial Debenture and the Indenture, the terms of the Indenture shall govern.CA83013QAA19
Appears in 1 contract
Sources: Convertible Debenture Indenture (Siyata Mobile Inc.)